CHOICE FUNDS' CODE OF ETHICS
FOR PRESIDENT, TREASURER AND PRINCIPAL ACCOUNTING OFFICER
I.
Purposes of the Code/Covered Officers
This document constitutes the Code of Ethics ("the Code") adopted by the Choice Funds (the "Funds") pursuant to the provisions of Rule 30b2-1(a) under the Investment Company Act of 1940), which Rule implements Sections 406 of the Sarbanes-Oxley Act of 2002 with respect to registered investment companies. The Code applies to the Choice Funds' President and Treasurer, and Chief Financial Officer (the "Covered Officers"). Choice's Ethics Officer administers the Code, reporting directly to a designated independent member of the Board of Trustees. The purposes of the Code are to deter wrongdoing and to promote, on the part of the Covered Officers: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in repor ts and documents that the Choice Funds submit to the Securities and Exchange Commission ("SEC"), and in other public communications by a Choice Fund; compliance with applicable laws and governmental rules and regulations; the prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
II.
Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview.
A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Choice Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Choice Funds. Certain conflicts of interest arise out of the relationships between Covered Officers and the Choice Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not engage individually in certain transactions (such as the purchase or sale of securities or other property) with a Choice Fund because of their status as "affiliated persons" of the Fund. Separate com pliance programs and procedures of the Choice Funds, Choice Investment Management, LLC ("CIM") and the other related companies are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Choice Funds and CIM (or another Choice company) of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Choice Funds, CIM or another Choice company), be involved in establishing policies and implementing decisions that have different effects on the Choice Funds, CIM and other Choice companies. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Choice Funds and CIM (or another Choice company), and is consistent with the performance by the Covered Officers of their duties as officers of the Choice Funds. Thus, if performed in conformity w ith the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Choice Fund.
* * *
Each Covered Officer must:
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not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by any Choice Fund whereby the Covered Officer would benefit personally to the detriment of any Choice Fund;
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not cause a Choice Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Choice Fund;
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not engage in any outside business activity, including serving as a director or trustee, that prevents the Covered Officer from devoting appropriate time and attention to the Covered Officer's responsibilities with the Choice Funds; or
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not have a consulting or employment relationship with any of the Choice Funds' service providers that are not affiliated with Choice; and not retaliate against any employee or Covered Officer for reports of actual or potential misconduct, which are made in good faith.
With respect to other fact patterns, if a Covered Officer is in doubt, other potential conflict of interest situations should be described immediately to the Choice Ethics Officer for resolution. Similarly, any questions a Covered Officer has regarding generally the application or interpretation of the Code should be directed to the Choice Ethics Officer immediately.
III.
Disclosure and Compliance
Each Covered Officer should familiarize himself with the disclosure requirements applicable generally to the Choice Funds. No Covered Officer should knowingly misrepresent, or cause others to misrepresent, facts about any Choice Fund to others, whether within or outside Choice, including to the Board and auditors, and to governmental regulators and self-regulatory organizations.
Each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Choice Funds, CIM and the Choice service providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Choice Funds file with, or submits to, the SEC and in other public communications made by the Choice Funds.
It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.
IV.
Reporting and Accountability
Each Covered Officer must upon receipt of the Code, and annually thereafter, submit to the Choice Ethics Officer an acknowledgement stating that he or she has received, read, and understands the Code; and notify the Choice Ethics Officer promptly if he or she knows of any violation of the Code. Failure to do so is itself a violation of this Code. The Choice Ethics Officer shall take all action he considers appropriate to investigate any actual or potential violations reported to him. Upon completion of the investigation, if necessary, the matter will be reviewed with senior management or other appropriate parties, and a determination will be made as to whether any sanction should be imposed as detailed below. The Covered Officer will be informed of any sanction determined to be appropriate. The Choice Ethics Officer will inform the designated independent member of the Board of Trustees of all Code violations and sanctions. Without implied limitation, appropriate disciplinary or preventive action may include a written warning, a letter of censure, suspension, dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. Additionally, other legal remedies may be pursued.
With regard to any concerns regarding the conduct of the Choice Ethics Officer himself, the designated independent member of the Board of Trustees shall serve and act in the same manner and with the same responsibilities as the Choice Ethics Officer serves and acts with regard to the rest of the Choice staff.
The policies and procedures described in the Code do not create any obligations to any person or entity other than the Choice Funds. The Code is intended solely for the internal use by the Choice Funds and does not constitute a promise, contract or an admission by or on behalf of any Choice Fund as to any fact, circumstance, or legal conclusion. The Choice Funds, the Choice companies and the Choice Ethics Officer retain the discretion to decide whether the Code applies to a specific situation, and how it should be interpreted.
V.
Oversight
At least once each year, CIM will provide a written report to the Board, in which are described any issues arising under the Code since the last report to the Board, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations.
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VI.
Other Policies and Procedures
This Code shall be the sole code of ethics adopted by the Choice Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Other Choice policies or procedures that cover the behavior or activities of Covered Officers are separate requirements applying to the Covered Officers (and others), and are not part of this Code.
VII.
Amendments
Any material amendments or changes to this Code must be approved or ratified by a majority vote of the Board, including a majority of the Trustees who are not interested persons of the Choice Funds.
VIII.
Records and Confidentiality
Records of any violation of the Code and of the actions taken as a result of such violations will be kept by the Choice Ethics Officer. All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Choice Ethics Officer, the designated independent member of the Board of Trustees, the full Board, appropriate personnel at the relevant Choice company or companies and the legal counsel of any or all of the foregoing.
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